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OCZ Technology Group (OCZ)

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Tuesday 29 May, 2007

OCZ Technology Group

Acquisition

OCZ Technology Group, Inc.
29 May 2007

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES, CANADA, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, ISRAEL, JAPAN OR AUSTRALIA,
OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS



29 May 2007



                           OCZ Technology Group, Inc.
                            ('OCZ' or 'the Company')


OCZ acquires business and assets of PC Power & Cooling, Inc.

Earnings-enhancing acquisition brings complementary products that consolidate
OCZ's position in fast-growing high performance power supply market



OCZ Technology Group, Inc. (AIM: OCZ), a worldwide leader in innovative,
ultra-high performance and high-reliability computer memory and ancillary
products, announces the acquisition of all of the business and assets of PC
Power & Cooling, Inc ('PC Power'), a leading manufacturer of PC power supply
units, for an initial consideration of $10 million and further contingent
consideration of up to $3 million. The initial consideration is subject to a net
tangible asset adjustment of up to $1m to reflect the level of PC Power's fixed
and net current assets at completion.



The acquisition adds a range of complementary high-performance, high-margin
power supply units ('PSUs') to OCZ's existing product range. PC Power
specialises in premium PSU products and has an existing customer base which
includes retail, commercial clients and Dell upgrades. The Company intends to
use OCZ's global channels to significantly increase distribution of PC Power
products. The directors of OCZ believe that the acquisition will be earnings
enhancing in the current year ending 31 December 2007.



Benefits of the acquisition to OCZ



•         Adds Industrial grade, high-margin PSU products to OCZ's broader-based
          PSU product line

•         Considerably enhances PC Power's distribution through OCZ's global
          channels, enabling OCZ to increase sales of PC Power products

•         Enables OCZ to satisfy accelerating demand for high-quality PSUs,
          which is being driven by the increasing use of high-performance 
          graphics cards

•         PC Power is considered, by the trade press, to be the leading brand in
          its sector in terms of product quality. The addition of the PC Power 
          brand to the Group's product portfolio is expected to increase brand 
          recognition for OCZ's existing product line

•         Increases OCZ's proportion of PSU revenues from 9 per cent. to
          approximately 15 per cent.

•         Increased economy of scale in relation to purchasing and the
          subsequent increase in Group sales volumes is expected to reduce the 
          operating costs of the enlarged PSU division

•         Provides cross-selling opportunities for OCZ's line of
          high-performance memory systems

•         Combines design and Intellectual Property resources which is expected
          to strengthen the product development and innovation cycle and improve 
          the time to market for the next generation of products

•         PC Power founder and sole shareholder Doug Dodson will remain as a
          member of OCZ's senior management team

OCZ's current trading



Revenue for the four months to 30 April 2007 was in line with current market
expectations and the gross profit margins for this period were slightly ahead of
market expectations.



As announced on 4 May 2007, the Company completed a placing to raise £8.3
million, before expenses, to support the Company's rapid international growth.
The Directors expect the impact of the placing proceeds to be reflected in the
trading performance in the second half of 2007.



Ryan Petersen, chief executive of OCZ commented:

'OCZ and PC Power are technology leaders with a track record in delivering
high-performance products to demanding consumers. Bringing PC Power into the OCZ
Technology Group adds a range of high-margin complementary products and enables
us to increase distribution of its products far beyond PC Power's existing
channels.

'Furthermore, PC Power's strong industry relationships and its excellent client
base give OCZ an opportunity to sell other high-performance products to some of
the most demanding users in the world.

'We are confident that this acquisition will be earnings enhancing in 2007'



Consideration and funding



Consideration will be payable in cash and OCZ common shares as follows:



•         $10 million initial payment - $6 million in cash, $2 million in new
          common shares and $2 million nominal unsecured 6 per cent. promissory 
          notes

•         Up to $3 million cash in earn-out consideration



The initial payment of $6m cash will be funded from OCZ's existing cash
resources.



To satisfy the $2 million share consideration, the Company has resolved to issue
622,776 new common shares at 162.3p per share (calculated by reference to the
average closing middle market price in the ten days prior to 25 May 2007).  The
new common shares to be issued will be subject to orderly market arrangements.
Application has been made for the above shares to be admitted to trading on AIM
and dealings are expected to commence on 1 June 2007.



Of the $2 million nominal unsecured promissory notes, $1 million (together with
accrued interest) will be repayable on the first anniversary of completion (25
May 2008) and the balance of $1 million nominal (together with accrued interest)
will be repayable on the second anniversary of completion (25 May 2009).



The earn-out consideration, which is capped at $3 million and is payable in
cash, will be calculated as a small percentage of the Group's PSU sales
generated in the three years following completion.



The initial consideration is subject to a $1 for $1 asset adjustment, capped at
$1 million, in the event that the net tangible assets on 25 May 2007 are greater
or less than those at 31 March 2007. Any potential adjustment is expected to be
determined by no later than 30 June 2007.



Background to PC Power



Founded by Doug Dodson in 1985, and based in San Diego, California, PC Power is
a leading manufacturer of high-quality power supply units for personal
computers.



Its products are aimed at the high end of the market, where power load,
performance and reliability are regarded as key factors by purchasers. For this
reason, PC Power is able to maintain higher gross margins than manufacturers who
focus on the mass market. Notable PC Power products include the Silencer 750 and
the Turbo-Cool 1KW - the industry's first one kilowatt PSU.



PC Power's strong brand and reputation for excellence has enabled it to build
sales and distribution relationships with many prestigious firms including
Intel, AMD, NVIDIA, ATI, HP and Honeywell. Corporate users include Google,
Boeing, BAE Systems and McDonald's. In addition, it supplies a number of US
government organisations including NASA, the US Army, the Department of Energy
and the Jet Propulsion Laboratory.



PC Power generated sales of $7 million and earnings before interest, tax,
depreciation and amortisation ('EBITDA') of $0.53 million in the year ended 31
December 2006.*



PC Power has made good progress in the first half of 2007. In particular, new
product launches have been well received by its customer base.



(*- The financial information relating to PC Power in this announcement has been
extracted from PCP's unaudited accounts as PC Power is not required, under US
law, to audit its accounts)





Enquiries:


OCZ Technology Group, Inc
     Ryan Petersen, Chief Executive Officer                +1 408 733 8400
     Art Knapp, Chief Financial Officer

John East and Partners Limited                             +44 20 7628 2200
    John East/Simon Clements

College Hill
     Carl Franklin/Adrian Duffield                         +44 20 7457 2020



Note to editors



OCZ develops, produces, and distributes high-performance computer components
including flash memory storage, memory modules, thermal management solutions and
computer power supplies. It has an established brand and is recognised as a
leading provider of computer components which are designed to make computers run
faster, more reliably and more efficiently.



OCZ has its headquarters at Sunnyvale, California in the heart of Silicon
Valley. It currently employs approximately 125 full and part-time staff
(approximately 150 following the acquisition of PC Power) and has an
international presence through offices in Canada, Holland and Taiwan and a
worldwide distribution network.


                      This information is provided by RNS
            The company news service from the London Stock Exchange